Item 8.01 Other Events.
On October 22, 2021 the Company issued a press release announcing the
execution of an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 21, 2021, by and among the Company,
ProFrac Holdings, LLC, a Texas limited liability company (“Parent”), and ProFrac Acquisitions, Inc., a Delaware corporation
and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the
“Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Under the terms of the Merger Agreement,
the Company’s stockholders will receive $26.52 per share of the Company’s common stock in cash. The transaction is subject
to customary closing conditions, including approval by the Company’s stockholders and receipt of regulatory approvals. The Company’s
obligation to close the transaction is also conditioned upon approval by a majority of the Company’s stockholders, excluding stockholders
that are affiliates of Parent. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated
herein by reference.
Important Information For Investors And Stockholders
This communication does not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed
transaction between the Company and Parent. In connection with this proposed transaction, the Company may file one or more proxy statements
or other documents with the Securities and Exchange Commission (the “SEC”). This communication is not a substitute
for any proxy statement or other document the Company may file with the SEC in connection with the proposed transaction. INVESTORS AND
SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s)
(if and when available) will be mailed to stockholders of the Company as applicable. Investors and security holders will be able to obtain
free copies of these documents (if and when available) and other documents filed with the SEC by the Company through the website maintained
by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s
internet website at https://www.ftsi.com/investor-relations/sec-filings/default.aspx or by contacting the Company’s primary investor
relation’s contact by email at investors@ftsi.com or by phone at 817-862-2000.
Participants in Solicitation
The Company, Parent, their respective directors and certain of their
respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction.
Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2020, which was filed with the SEC on March 5, 2021, its Amendment No. 1 to its Annual Report on Form 10-K for the
fiscal year ended December 31, 2020, which was filed with the SEC on April 30, 2021, certain of its Quarterly Reports on Form 10-Q and
certain of its Current Reports filed on Form 8-K.
These documents can be obtained free of charge from the sources indicated
above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when
they become available.
Forward Looking Statements
This communication contains “forward-looking statements”
within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of
historical fact, including statements about the Company’s ability to consummate the proposed transaction, the expected benefits
of the proposed transaction and the expected impact of the coronavirus pandemic (COVID-19) on the Company 's businesses may be deemed
to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations
for the future of the Company based on current expectations and assumptions relating to the Company’s business, the economy and
other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,”
“anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,”
“expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,”
“strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance,
plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and
changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: the failure to obtain the
required vote of the Company’s stockholders, the timing to consummate the proposed transaction, the risk that a condition of closing
of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur, the risk that
a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are
not anticipated, the diversion of management time on transaction-related issues, risks related to disruption of management time from ongoing
business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse
effects on the market price of the common stock of the Company, the risk that the proposed transaction and its announcement could have
an adverse effect on the ability of the Company I to retain customers and retain and hire key personnel and maintain relationships with
its suppliers and customers, economic or political changes that affect the markets that the Company’s businesses serve which could
have an effect on demand for the Company’s products and impact the Company ’s profitability, disruptions in the credit and
financial markets, including diminished liquidity and credit availability, disruptions in the Company's businesses from the coronavirus
pandemic (COVID-19), cyber-security vulnerabilities, supply issues, retention of key employees, and outcomes of legal proceedings, claims
and investigations, future changes, results of operations, domestic spending by the onshore oil and natural gas industry, continued volatility
or future volatility in oil and natural gas prices, deterioration in general economic conditions or a continued weakening or future weakening
of the broader energy industry, federal, state and local regulation of hydraulic fracturing and other oilfield service activities, as
well as exploration and production activities, including public pressure on governmental bodies and regulatory agencies to regulate our
industry, and the price and availability of alternative fuels, equipment and energy sources. Accordingly, actual results may differ materially
from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking
statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information
regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Company’s
filings with the Securities and Exchange Commission, including the risks and uncertainties identified in Part I, Item 1A - Risk Factors
of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
These forward-looking statements speak only as of the date of this
communication, and the Company does not assume any obligation to update or revise any forward-looking statement made in this communication
or that may from time to time be made by or on behalf of the Company.